Cubrc Inc.

“Effective march 11, 2024, the corporation amended and restated its certificate of incorporation and by-laws to remove the john r. Oishei foundation as a member of the corporation.”

“Cubrc, inc. Is a not for profit corporation with three members, the research foundation of the state university of new york, james h. Cummings foundation inc, and the margaret l. Wendt foundation. The three members appoint the directors of the board.”

“The three members each appoint two representatives to the board of directors; and 3 independent directors are elected by a majority vote of the members.”

“The organization distributes a copy of the 990 to the audit committee for review and approval. Upon approval by the audit committee a copy of the 990 is then posted on a website accessible by the board members for their review.”

“The conflict of interest policy is part of the organization's code of business ethics policy. This policy is signed by each employee upon employment with cubrc as well as by each board member. The policy states that if there are any questions or instances of suspected/anticipated conflict, it is the employee's responsibility to bring it to the attention of the executives of the organization, or if it involves the executives, to the board of directors for discussion. The organization requires that each director, officer and key employee provide written updates to their conflict of interest disclosure statement on an annual basis, as required by new york state law. On a regular basis, the board will inquire about any conflicts and resolutions of such.”

“The board of directors must approve in advance the amount of any compensation paid to the president and chief executive officer, and the compensation committee shall approve in advance the amount of any compensation paid to any additional officers and employees identified by the board of directors. Before approving the compensation of an officer or employee, the board of directors or compensation committee, as applicable, shall determine that the total compensation to be provided by the corporation to the officer or employee is reasonable in amount in light of the position, responsibility and qualification of the officer or employee for the position held, including the result of an evaluation of the officer's or employee's prior performance for the corporation, if applicable. In making the determination, the board of directors or compensation committee, as applicable, shall consider total compensation to include the salary, incentive compensation, and the value of all benefits provided by the corporation to the individual in payment for services. From time to time, the board of directors, through the compensation committee, shall obtain and consider appropriate data concerning comparable compensation paid to similar officers and employees in like circumstances. Every three years, the compensation committee engages longnecker & associates, an independent external compensation consulting firm to conduct a study comparing compensation of its top executives to similarly sized not-for-profit and for-profit companies in the research and development/high-tech industry. The compensation committee most recently engaged longnecker & associates in 2022 to review the compensation of its top officers and key employees and this information, among other factors were used by the compensation committee when determining compensation.”

“The organization will make information available upon request.”

“Other various professional fees: program service expenses 0. Management and general expenses 47,188. Fundraising expenses 0. Total expenses 47,188. Sub-contractors assisting with technical and scientific research.: program service expenses 5,894,392. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,894,392.”

“Asc 842 - amortization of right-of-use asset -53,319.”

“The organization's audit committee is responsible for overseeing the organization's accounting and financial reporting processes and being well informed about financial operations, reporting, internal control systems, compliance and related matters. The audit committee also has responsibility for selecting, retaining and terminating when appropriate, the independent auditor, and determining the compensation of the independent auditor.”